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EXHIBIT 10.5
SALARY CONTINUATION AGREEMENT
This Agreement, made and entered into this 1st day of June, 1993 by and
between The Savings Bank, a Corporation organized and existing under the laws of
the State of Ohio, hereinafter referred to as "Corporation" and Xxxxxxx X. Xxxx,
a Key Employee and Executive of the Corporation, hereinafter referred to as
"Executive".
The Executive has been in the employ of the Corporation for 14 years
and has now and for years past faithfully served the Corporation. It is the
consensus of the Board of Directors that Executive's services have been of
exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Corporation in its field of
activity. The Board further believes the Executive's experience, knowledge of
corporate affairs, reputation and industry contacts are of such value and his
continued services so essential to Corporation's future growth and profits that
it would suffer severe financial loss should Executive terminate his services.
Accordingly, it is the desire of the Corporation and the Executive to
enter into this Agreement under which the Corporation will agree to make certain
payments to Executive upon his retirement and, alternatively, to his
beneficiaries in the event of his premature death while employed by Corporation.
Therefore, in consideration of Executive's services performed in the
past and those to be performed in the future and based upon the mutual promises
and covenants herein contained, the Corporation and Executive agree as follows:
I. ARTICLE ONE - DEFINITIONS
A. Effective Date:
The effective date of this Agreement shall be July 1, 1992.
B. Normal Retirement Date:
The Normal Retirement Date shall mean retirement from service
with the Corporation which becomes effective on the first day
of the calendar month following the month in which the
Executive reaches his sixty-second (62nd) birthday.
C. Early Retirement Date:
Early Retirement Date shall mean retirement from service which
is effective prior to the Normal Retirement Date stated above,
provided the Executive has attained the age of sixty (60)
years.
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D. Termination of Service:
Termination of Service shall mean voluntary resignation of
service by the Executive (exclusive of early retirement or
disability) or the Corporation's discharge of the Executive
for due cause.
II. ARTICLE TWO - EMPLOYMENT
A. Employment:
Corporation agrees to employ Executive in such capacity as the
Corporation may from time to time determine with such duties,
responsibilities and compensation as determined by the Board
of Directors.
Executive agrees to remain in the Corporation's employment; to
devote his fulltime and attention exclusively to the business
of the Corporation and to use his best efforts to provide
faithful and satisfactory service to Corporation.
B. No Employment Agreement Created:
No provision of this Agreement shall be deemed to restrict or
limit any existing employment Agreement by and between the
Corporation and the Executive nor shall any conditions herein
create specific employment rights to the Executive nor limit
the right of the Employer to discharge the Executive with or
without cause. In a similar fashion, no provision shall limit
the Executive's rights to voluntarily sever his employment at
any time.
III. ARTICLE THREE - BENEFITS
The following benefits provided by the Corporation to the Executive are
in the nature of a Fringe Benefit and shall in no event be construed to
effect nor limit the Executive's current or prospective salary
increases, cash bonuses or profit sharing distributions or credits.
A. Retirement Benefits.
If Executive shall remain in the employment of the Corporation
until the "Normal Retirement Date" defined at Article I,
Paragraph B, then, in such event, he shall be entitled to
receive monthly from the Corporation the sum of Two Thousand
Dollars ($2,000.00) per month commencing on the first day of
the month following such "Normal Retirement Date" and
continuing for a period of one hundred twenty (120) months,
and then on the one hundred twenty-first (121) month and
continuing for a period of one hundred twenty (120 months
shall receive a monthly benefit from the Corporation in the
sum of one Thousand Dollars ($1,000.00) per month. In the
event the Executive
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should die following "Normal Retirement Date" but before the
expiration of two hundred forty (240) months, the unpaid
balance of such monthly benefits shall be paid monthly for the
remainder of such period to the designated beneficiary. If the
designated beneficiary dies prior to the completion of the
payout period, no additional benefits shall be payable to the
estate of the Executive or to the beneficiary.
B. Early Retirement:
Executive shall have the additional elective right to receive
"Early Retirement" as the term was earlier defined, provided
he shall have attained the age of sixty (60) years of age.
Upon Executive's election to receive such benefits, he shall
be entitled to receive monthly (beginning on the first day of
the month following written notice to the Corporation) level
retirement benefits determined by:
Multiplying the Normal Retirement Benefit determined
in paragraph A above by a fraction:
The numerator of which is the actual number of months the
Executive has been employed by the Corporation from the
effective date of this Agreement until his early retirement or
the date of his discharge without cause, and;
The denominator of which is the total number of
months the Executive would have worked from the
effective date of this Agreement until his Normal
Retirement Date, as earlier defined.
Such Early Retirement as determined above, shall be payable
for a continuous period of two hundred forty (240) months
provided, however, that should the Executive die prior to the
expiration of two hundred forty (240) months, the unpaid
balance shall continue for the remainder of such period to the
beneficiary selected by the Executive and filed with the
Corporation.
C. Termination of Service or Voluntary Resignation:
Should Executive voluntarily resign from his employment or
should he be discharged for cause (exclusive of early
retirement or disability), all Executive's benefits under this
Agreement shall be forfeited and this Agreement shall become
null and void. If a dispute arises as to discharge "for
cause", such dispute shall be resolved by arbitration as set
forth in Article VI.B.
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D. Death Benefit Prior to Retirement:
Should the Executive die prior to the Normal Retirement Date
(exclusive of Early Retirement as defined elsewhere herein),
Corporation agrees to pay to the Executive's designated
beneficiary on the first day of the month following the
Executive's death the sum of Two Thousand Dollars ($2,000.00)
for a continuous period of one hundred twenty (120 months, and
commencing on the one hundred twenty-first (121st) month the
sum of one Thousand Dollars ($1,000.00) per month for a
continuous period of one hundred twenty (120) months. If the
designated beneficiary should die prior to the expiration of
the two hundred forty (240) months, then and in that event,
the Corporation shall pay to the Guardian of the Executive's
children, the sum of One Thousand Dollars ($1,000.00) per
month until the youngest child of the Executive attains the
age of eighteen (18) years.
Executive shall declare his designated beneficiary in writing
on a form provided by the Corporation.
In the event of the Executive's death shall be the result of
suicide within a two 92) year period following the effective
date of this Agreement, then no death benefits shall be
payable to the Executive or his designated beneficiary.
IV. ARTICLE FOUR - RESTRICTIONS UPON FUNDING
Corporation shall have no obligation to set aside, earmark or entrust
any fund or money with which to pay its obligations under this
Agreement. The Executive, his beneficiaries or any successor in
interest to him shall be and remain simply a general creditor of the
Corporation in the same manner as any other creditor having a general
claim for matured and unpaid compensation.
The Corporation reserves the absolute right at its sole discretion to
either fund the obligations undertaken by this Agreement or to refrain
from funding the same and to determine the extent, nature, and method
of such funding. Should Corporation elect to fund this Agreement, in
whole or in part, through the purchase of life insurance, mutual funds,
disability policies or annuities, the Corporation reserves the absolute
right, in its sole discretion, to terminate such funding at any time,
in whole or in part. At no time shall Executive be deemed to have any
lien nor right, title or interest in or to any specific funding
investment or to any assets of the Corporation.
If Corporation elects to invest in a life insurance, disability or
annuity policy upon the life of Executive, then Executive shall assist
the Corporation by freely submitting to a physical exam and supplying
such additional information necessary to obtain such insurance or
annuities.
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V. ARTICLE FIVE - MISCELLANEOUS
A. Alienability and Assignment Prohibition:
Neither Executive, his widow nor any other beneficiary under
this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the benefits payable
hereunder nor shall any of said benefits be subject to seizure
for the payment of any debts, judgments, alimony or separate
maintenance owed by the Executive or his beneficiary, nor be
transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event Executive or any
beneficiary attempts assignment, commutation, hypothecation,
transfer or disposal of the benefits hereunder, the
Corporation's liabilities shall forthwith cease and terminate.
B. Binding Obligation of Corporation and Any Successor In
Interest
Corporation expressly agrees that it shall not merge or
consolidate into or with another Corporation or sell
substantially all of its assets to another Corporation, firm
or person until such Corporation, form or person expressly
agrees, in writing, to assume and discharge duties and
obligations of the Corporation under this Agreement. This
Agreement shall be binding upon the parties hereto, their
successors, beneficiaries, heirs and personal representatives.
C. Revocation:
It is agreed by and between the parties hereto that, during
the lifetime of the Executive, this Agreement may be amended
or revoked at any time or times, in whole or in part, by the
mutual written assent of the Executive and the Corporation.
D. Gender:
Whenever in this Agreement words are used in the masculine or
neuter gender, they shall be read and construed as in the
masculine, feminine or neuter gender, whenever they should so
apply.
E. Effect On Other Corporation Benefit Plans:
Nothing contained in this Agreement shall affect the right of
the Executive to participate in or be covered by any qualified
or non-qualified pension, profit-sharing, group, bonus or
other supplemental compensation or fringe benefit plan
constituting a part of Corporation's existing or future
compensation structure.
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F. Headings:
Headings and Subheadings in this Agreement are inserted for a
reference and convenience only and shall not be deemed a part
of this Agreement.
G. Applicable Law:
The validity and interpretation of this Agreement shall be
governed by the laws of the State of Ohio.
VI. ERISA PROVISIONS
A. Named Fiduciary and Plan Administrator:
The "Named Fiduciary and Plan Administrator" of this plan
shall be Xxxxxx X. Xxxxxx until his resignation or removal by
the Board of Directors. As named Fiduciary and Administrator,
Xxxxxx X. Xxxxxx shall be responsible for the management,
control and administration of the Salary Continuation
Agreement as established herein. He may delegate to others
certain aspects of the management and operation
responsibilities of the plan including the employment of
advisors and the delegation of ministerial duties to qualified
individuals.
B. Claims Procedure and Arbitration:
In the event that benefits under this Plan Agreement are not
paid to the Executive (or to his beneficiary in the case of
the Executive's death) and such claimants feel they are
entitled to receive such benefits, then a written claim must
be made to the Named Fiduciary and Administrator named above
within sixty (60) days from the date payments are refused. The
Plan Fiduciary and Administrator and the Corporation shall
review the written claim and if the claim is denied, in whole
or in part, they shall provide in writing within ninety (90)
days of receipt of such claim their specific reasons for such
denial, reference to the provisions of this Agreement upon
which the denial is based and any additional material or
information necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken
by claimants if a further review of the claim denial is
desired. A claim shall be deemed denied if the Plan Fiduciary
and Administrator fails to take any action within the
aforesaid ninety (90) day period.
If claimants desire a second review, they shall notify the
Plan Fiduciary and Administration in writing within sixty (60)
days of the first claim denial. Claimants may review the Plan
Agreement or any documents relating thereto and submit any
written issues and comments they may feel appropriate. In its
sole discretion, the Plan Fiduciary and Administrator shall
then review the second claim and provide a written decision
within sixty (60) days of receipt of such claim. This decision
shall likewise state the specific reasons for the
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decision and shall include reference to specific provisions of
the Plan Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon
completed performance of the Agreement or the meaning and
effect of the terms and conditions thereof, then claimants may
submit the dispute to a Board of Arbitration for final
arbitration. Said Board shall consist of one member selected
by the claimant, one member selected by the Corporation and
the third member selected by the first two members. The Board
shall operate under any generally recognized set of
arbitration rules. The parties hereto agree that they and
their heirs, personal representatives, successors and assigns
shall be bound by the decision of such Board with respect to
any controversy properly submitted to it for determination.
Where a dispute arises as to the Corporation's discharge of
Executive "for cause", such dispute shall likewise be
submitted to arbitration as above described and the parties
hereto agree to be bound by the decision thereunder.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the 1st day
of June, 1993 and that, upon execution, each has received a conforming copy.
Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxx
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(Witness) Xxxxxxx X. Xxxx, Executive
Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx
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(Witness) The Savings Bank, Corporation
By: Xxxxx X. Xxxxxxx
Its: Chairman of the Board of
Directors
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